Exhibit 10.1 VITAL PRODUCTS, INC. PLACEMENT AGENT AGREEMENT Dated as of: August 9, 2005. The undersigned, Vital Products, Inc., (the "COMPANY"), hereby agrees with U.S. Euro Securities, Inc. (the "PLACEMENTAGENT") and Dutchess Private Equities Fund,...Placement Agent Agreement • August 29th, 2005 • Vital Products, Inc. • Delaware
betweenAsset Sale Agreement • August 29th, 2005 • Vital Products, Inc. • Delaware
Exhibit 10.2 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 9, 2005 by and between Vital Products, Inc, a Delaware corporation (the "COMPANY"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited...Investment Agreement • August 29th, 2005 • Vital Products, Inc. • Massachusetts
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 9, 2005, by and between Vital Products, Inc. a company organized under the laws of State of Delaware, with its principal executive office at 35 Adesso...Registration Rights Agreement • August 29th, 2005 • Vital Products, Inc. • Massachusetts
